Purchase AgreementPurchase Agreement • December 11th, 2012 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York
SEACOR Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representative (the “Representative”), an aggregate of $300,000,000 principal amount of its 2.50% Convertible Senior Notes due 2027 (the “Firm Securities”), convertible at the Company's election into cash, shares of common stock of the Company, par value $0.01 per share (“Stock”), or a combination of cash and shares of Stock (any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Representative, up to an aggregate of $50,000,000 additional aggregate principal amount of 2.50% Convertible Senior Notes due 2027 (the “Optional Securities”). The Firm Securities
